UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

ACCELERATE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40232		86-1209097
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

51 John F. Kennedy Parkway,

Short Hills, New Jersey

07078

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (973) 314-3060

Not Applicable
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	AAQC.U	New York Stock Exchange
Class A common stock included as part of the units	AAQC	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	AAQC WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~August 9~~November 7, 2022, 40,000,000 Class A common stock, par value $0.0001, and 10,000,000 Class B common stock, par value $0.0001, were issued and outstanding.

ACCELERATE ACQUISITION CORP.
Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022, and 2021 (Unaudited)	2
	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	2
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022, and 2021 (Unaudited)	3
	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	4
	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
PART III—SIGNATURES		24

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ACCELERATE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2022			2021
	(Unaudited)
ASSETS
Current assets
Cash	$	~~654~~577,~~759~~701		$	937,154
Prepaid expenses		~~450~~293,~~601~~318			670,169
Total Current Assets		1871,~~105,360~~019			1,607,323
Investments held in Trust Account		~~400~~402,~~393~~119,~~149~~954			400,031,275
TOTAL ASSETS	$	~~401~~402,~~498~~990,~~509~~973		$	401,638,598
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Accrued expenses	$	~~195~~400,~~699~~209		$	353,466
Income taxes payable		78265,~~361~~578			—
Total Current Liabilities		~~274~~665,~~060~~787			353,466
Deferred underwriting fee payable		14,000,000			14,000,000
Derivative warrant liabilities		31,~~306~~446,667			17,153,333
Total Liabilities		1716,~~580~~112,~~727~~454			31,506,799
Commitments and Contingencies
Class A common stock subject to possible redemption; $0.0001 par value, 500,000,000 shares authorized; 40,000,000 shares at a redemption value of $10.01 and $10.00 per share as of June 30, 2022, and December 31, 2021		400,294,788			400,000,000
Class A common stock subject to possible redemption; $0.0001 par value, 500,000,000 shares authorized; 40,000,000 shares at a redemption value of $10.04 and $10.00 per share as of September 30, 2022, and December 31, 2021, respectively		401,784,376			400,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—			—
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		1,000			1,000
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		1,000			1,000
Additional paid-in capital		—			—
Accumulated deficit		(1614,~~378~~906,~~006~~857	)		(29,869,201	)
Total Stockholders’ Deficit		(1614,~~377~~905,~~006~~857	)		(29,868,201	)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	~~401~~402,~~498~~990,~~509~~973		$	401,638,598

The accompanying notes are an integral part of these unaudited condensed financial statements.

ACCELERATE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Operating and formation costs	$	~~306~~438,~~101~~851		$	~~356~~285,~~996~~524		$	~~624~~1,~~196~~063,047		$	1,~~284~~570,~~852~~376
Loss from operations		(~~306~~438,~~101~~851	)		(~~356~~285,~~996~~524	)		(~~624~~1,~~196~~063,047	)		(1,~~284~~570,~~852~~376	)
Other income (loss):
Other income:
Interest earned on investments held in Trust Account		~~608~~1,~~405~~935,555			910,~~974~~083			~~641~~2,~~874~~577,429			1021,~~960~~043
Change in fair value of derivative warrant liabilities		41,~~753~~860,~~333~~000			~~(11~~6,~~586~~143,~~668~~067	)		1315,~~846~~706,666			(32,~~940~~203,~~000~~067	)
Total other income (loss), net		5,361,738			(11,576,694	)		14,488,540			(3,929,040	)
Total other income		3,795,555			6,153,150			18,284,095			2,224,110
Income (Loss) before income taxes		5,055,637			(11,933,690	)		13,864,344			(5,213,892	)
Income before provision for income taxes		3,356,704			5,867,626			17,221,048			653,734
Provision for income taxes		(78395,~~361~~967	)		—			(78474,~~361~~328	)		—
Net income (loss)	$	4,977,276		$	(11,933,690	)	$	13,785,983		$	(5,213,892	)
Net income	$	2,960,737		$	5,867,626		$	16,746,720		$	653,734
Weighted average shares outstanding, Class A common stock		40,000,000			40,000,000			40,000,000			2228,~~099~~235,~~448~~294
Basic and diluted net income (loss) per share, Class A common stock	$	0.10		$	(0.24	)	$	0.28		$	(0.16	)
Basic and diluted net income per share, Class A common stock	$	0.06		$	0.12		$	0.33		$	0.02
Weighted average shares outstanding, Class B common stock	$	10,000,000		$	10,000,000		$	10,000,000		$	10,000,000
Basic and diluted net income (loss) per share, Class B common stock	$	0.10		$	(0.24	)	$	0.28		$	(0.16	)
Basic and diluted net income per share, Class B common stock	$	0.06		$	0.12		$	0.33		$	0.02

The accompanying notes are an integral part of the unaudited condensed financial statements.

ACCELERATE ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~ SEPTEMBER 30, 2022

	Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance — January 1, 2022		10,000,000	$	1,000	$	—	$	(29,869,201	)	$	(29,868,201	)
Balance – January 1, 2022		10,000,000	$	1,000	$	—	$	(29,869,201	)	$	(29,868,201	)
Net income		—		—		—		8,808,707			8,808,707
Balance – March 31, 2022		10,000,000	$	1,000	$	—	$	(21,060,494	)	$	(21,059,494	)
Balance – March 31, 2022 (unaudited)		10,000,000	$	1,000	$	—	$	(21,060,494	)	$	(21,059,494	)
Accretion for Class A Common Stock to redemption value		—		—		—		(294,788	)		(294,788	)
Net income		—		—		—		4,977,276			4,977,276
Balance – June 30, 2022		10,000,000	$	1,000	$	—	$	(16,378,006	)	$	(16,377,006	)
Balance – June 30, 2022 (unaudited)		10,000,000	$	1,000	$	—	$	(16,378,006	)	$	(16,377,006	)
Accretion for Class A Common Stock to redemption value		—		—		—		(1,489,588	)		(1,489,588	)
Net income		—		—		—		2,960,737			2,960,737
Balance – September 30, 2022 (unaudited)		10,000,000	$	1,000	$	—	$	(14,906,857	)	$	(14,905,857	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~ SEPTEMBER 30, 2021

	Class B Common Stock						Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares			Amount			Capital			Deficit			~~Equity~~ (Deficit)
Balance — January 1, 2021		11,500,000		$	1,150		$	23,850		$	(1,000	)	$	24,000
Balance – January 1, 2021		11,500,000		$	1,150		$	23,850		$	(1,000	)	$	24,000
Accretion for Class A Common Stock to redemption amount		—			—			(3,324,000	)		(32,465,683	)		(35,789,683	)
Cash paid in excess of fair value for Private Placement Warrants		—			—			3,300,000			—			3,300,000
Forfeiture of Founder Shares		(1,500,000	)		(150	)		150			—			—
Net income		—			—			—			6,719,798			6,719,798
Balance – March 31, 2021		10,000,000		$	1,000		$	—		$	(25,746,885	)	$	(25,745,885	)
Balance – March 31, 2021 (unaudited)		10,000,000		$	1,000		$	—		$	(25,746,885	)	$	(25,745,885	)
Net loss		—			—			—			(11,933,690	)		(11,933,690	)
Balance – June 30, 2021		10,000,000		$	1,000		$	—		$	(37,680,575	)	$	(37,679,575	)
Balance – June 30, 2021 (unaudited)		10,000,000		$	1,000		$	—		$	(37,680,575	)	$	(37,679,575	)
Net income		—			—			—			5,867,626			5,867,626
Balance – September 30, 2021 (unaudited)		10,000,000		$	1,000		$	—		$	(31,812,949	)	$	(31,811,949	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

ACCELERATE ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2022			2021
Cash Flows from Operating Activities:
Net income (loss)	$	13,785,983		$	(5,213,892	)
Net income	$	16,746,720		$	653,734
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(~~641~~2,~~874~~577,429	)		(1021,~~960~~043	)
Transaction costs allocable to derivative warrant liabilities		—			801,198
Change in fair value of derivative warrant liabilities		(1315,~~846~~706,666	)		3(2,~~940~~203,~~000~~067	)
Changes in operating assets and liabilities:
Prepaid expenses		~~219~~376,~~568~~851			(~~950~~807,~~333~~595	)
Accrued expenses		~~(157~~46,~~767~~743	)		~~237~~313,~~274~~214
Income tax payable		78,361			—
Income taxes payable		265,578			—
Net cash used in operating activities		(~~562~~848,~~395~~203	)		(1,~~196~~263,~~713~~559	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		—			(400,000,000	)
Cash withdrawn from trust account to pay franchise and income taxes		280,000
Cash withdrawn from Trust Account to pay franchise and income taxes		488,750			—
Net cash provided by (used in) investing activities		~~280~~488,~~000~~750			(400,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			392,000,000
Proceeds from sale of Private Placement Warrants		—			11,000,000
Proceeds from promissory notes – related party		—			148,311
Repayment of promissory notes – related party		—			(148,311	)
Payment of offering costs		—			(565,881	)
Net cash provided by financing activities		—			402,434,119
Net Change in Cash		(~~282~~359,~~395~~453	)		1,~~237~~170,~~406~~560
Cash – Beginning		937,154			—
Cash – Beginning of period		937,154			—
Cash – Ending	$	654,759		$	1,237,406
Cash – End of period	$	577,701		$	1,170,560
Supplemental cash flow information:
Cash paid for income taxes	$	208,750		$	—
Non-cash investing and financing activities:
Deferred underwriting fee payable	$	—		$	14,000,000
Forfeiture of Founder Shares	$	—		$	(150	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Accelerate Acquisition Corp. (the “Company”) was incorporated in Delaware on December 30, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~June~~September 30, 2022, the Company had not ~~commenced~~ commenced any operations. All activity for the period from December 30, 2020 (inception) through ~~June~~September 30, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until ~~after~~ after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income ~~from~~ from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Accelerate Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $11,000,000, which is described in Note 4.

Transaction costs amounted to $22,590,881, consisting of $8,000,000 in cash underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs.

Following the closing of the Initial Public Offering on March 22, 2021, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If the Company seeks stockholder approval, the Company will only proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until March 22, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The representative of the underwriters has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

InAs ~~connection~~of ~~with~~September 30, 2022, the Company’s ~~assessment of~~had ~~going~~$577,701 ~~concern~~in ~~considerations~~its inoperating ~~accordance~~bank accounts, ~~with~~$402,119,954 ~~Financial~~in ~~Accounting~~securities ~~Standard~~held ~~Board’s~~in ~~Accounting~~the ~~Standards~~Trust ~~Update~~Account ~~(“ASU”) 2014-15,~~to ~~“Disclosures~~be ofused ~~Uncertainties~~for ~~about~~a anBusiness ~~Entity’s~~Combination ~~Ability~~or to ~~Continue~~repurchase asor aredeem ~~Going~~its ~~Concern,”~~common stock ~~the~~in ~~Company~~connection ~~has~~therewith ~~until March~~and 22working capital of $540,810 ~~2023~~(excluding to$335,578 ~~consummate~~payable afor ~~Business~~franchise ~~Combination.~~and Itincome istaxes). ~~uncertain~~If the ~~that~~estimate of the ~~Company~~costs ~~will~~of beidentifying ~~able~~a totarget ~~consummate~~business, undertaking in-depth due diligence, and negotiating a Business Combination byare ~~this~~less ~~time.~~than ~~Additionally~~the actual amount necessary to do so, the Company may ~~not~~ have ~~sufficient~~insufficient ~~liquidity~~funds available to ~~fund~~operate ~~the~~its ~~working~~business ~~capital~~prior ~~needs~~to a ofBusiness Combination. Moreover, the Company ~~until~~may ~~one year~~need ~~from~~to obtain additional financing or draw on the ~~issuance~~Working ofCapital ~~these~~Loans ~~financial~~(as ~~statements.~~defined below) Ifeither to complete a Business Combination isor ~~not~~because ~~consummated~~it bybecomes ~~this~~obligated ~~date,~~to ~~there~~redeem ~~will~~a besignificant anumber ~~mandatory liquidation~~of ~~and~~the ~~subsequent~~Public ~~dissolution~~Shares upon consummation of a Business Combination, in which case the Company. ~~Management~~may ~~has~~issue ~~determined~~additional ~~that~~securities ~~the~~or ~~mandatory~~incur ~~liquidation,~~debt ~~should~~in aconnection with such Business Combination ~~not~~. ~~occur,~~Subject ~~and~~to ~~potential~~compliance ~~subsequent~~with ~~dissolution~~applicable securities laws, ~~raises~~the ~~substantial~~Company ~~doubt~~would ~~about~~only ~~the~~complete ~~Company’s~~such ~~ability~~financing tosimultaneously with ~~continue~~the ascompletion aof ~~going~~our ~~concern~~Business Combination. No ~~adjustments~~If ~~have~~the ~~been~~Company ~~made~~is unable to complete the ~~carrying~~Business ~~amounts~~Combination ofbecause ~~assets~~it ordoes ~~liabilities~~not ~~should~~have sufficient funds available, the Company will be ~~required~~forced to cease operations and liquidate ~~after~~the ~~March~~Trust Account. In addition, following the 22Business combination, ~~2023.~~if ~~The~~cash on hand is insufficient, the Company ~~intends~~may need to ~~complete~~obtain aadditional ~~Business~~financing ~~Combination~~in ~~before~~order ~~the~~to ~~mandatory~~meet ~~liquidation~~its ~~date~~obligations.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company may not have sufficient funds available to complete a Business Combination. Management has determined that the liquidity condition, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 9, 2022. ~~The~~ The interim results for the three and ~~six~~nine months ended ~~June~~September 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Offering Costs

Offering costs consist of legal, accounting, ~~underwriting~~ underwriting fees and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. ~~Offering~~ Offering costs were allocated on a relative fair value basis between stockholders’ (deficit) equity and expense. The portion of ~~offering~~ offering costs allocated to the Public Warrants has been charged to expense. Offering costs associated with the issuance of the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of of the Initial Public Offering. On ~~December~~March 3117, 2021, offering costs totaled $22,590,881 (consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $590,881 of other offering costs), of which $801,198 was charged to expense and $21,789,683 was charged to temporary equity.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the derivative warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~June~~September 30, 2022, and December 31, 2021.

Investments Held in Trust Account

At ~~June~~September 30, 2022, substantially all of the assets held in the Trust Account were invested in ~~both~~ Money Market Funds ~~and U~~.S. ~~Treasury Securities.~~ At December 31, 2021, substantially all of the assets held in the Trust Account were invested in Money Market Funds. Interest income is recognized when earned. Interest income is recognized when earned. The Company’s portfolio of marketable securities is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined ~~using~~ using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that ~~feature~~features redemption rights that isare either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ (deficit) equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as ~~temporary~~ temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common shares resulted in charges against additional paid-in capital and accumulated deficit.

At ~~June~~September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets ~~are~~is reconciled in the following table:

Gross proceeds	$	400,000,000
Less:
Proceeds allocated to Public Warrants		(14,000,000	)
Class A common stock issuance costs		(21,789,683	)
Plus:
Accretion of carrying value to redemption value		35,789,683
Class A common stock subject to possible redemption, December 31, 2021	$	400,000,000
Add:
Accretion of carrying value to redemption value		~~294~~1,~~788~~784,376
Class A common stock subject to possible redemption, June 30, 2022		400,294,788
Class A common stock subject to possible redemption, September 30, 2022	$	401,784,376

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

Derivative Warrant Liabilities

The Company accounts for the Warrants (as defined below) (see Note 9) in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and ~~adjust~~adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in ~~our~~the Company’s condensed statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available ~~are~~were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of ~~June~~September 30, 2022, and December 31, 2021, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, ~~Income Taxes,~~ requires the recognition of deferred tax assets and liabilities for both the expected ~~impact~~ impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected ~~future~~ future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be ~~established~~ established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of ~~June~~September 30, 2022 and ~~December~~ December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ~~Our~~The Company’s effective tax rate was 1 11.5580% and 0% for the three months ended ~~June~~September 30, 2022 and 2021, respectively, and 02.5775% and 0% for the ~~six~~nine months ended September ~~June~~ 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, due to changes in fair value in warrant liability, and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more- likely- than- not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~June~~September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could ~~result~~ result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income ~~(Loss)~~ per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,666,666 shares of Class A common ~~stocks~~stock in the aggregate. As of ~~June~~September 30, 2022, and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts):

	Three Months Ended June 30, 2022				Three Months Ended June 30, 2021						Six Months Ended June 30, 2022				Six Months Ended June 30, 2021
	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021						Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021
	Class A		Class B		Class A			Class B			Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per common share
Basic and diluted net income per common share
Numerator:
Allocation of net income (loss), as adjusted	$	3,981,821	$	995,455	$	(9,546,952	)	$	(2,386,738	)	$	11,028,786	$	2,757,197	$	(3,589,599	)	$	(1,624,293	)
Allocation of net income, as adjusted	$	2,368,590	$	592,147	$	4,694,101		$	1,173,525		$	13,397,376	$	3,349,344	$	482,758		$	170,977
Denominator:
Basic and diluted weighted average shares outstanding		40,000,000		10,000,000		40,000,000			10,000,000			40,000,000		10,000,000		2228,~~099~~235,~~448~~294			10,000,000
Basic and diluted net income (loss) per common share	$	0.10	$	0.10	$	(0.24	)	$	(0.24	)	$	0.28	$	0.28	$	(0.16	)	$	(0.16	)
Basic and diluted net income per common share	$	0.06	$	0.06	$	0.12		$	0.12		$	0.33	$	0.33	$	0.02		$	0.02

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance ~~Coverage~~Corporation coverage of $250,000. The Company has not experienced losses on this account, and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

As of ~~June~~September 30, 2022, and December 31, 2021, ~~the~~ the carrying value of cash, prepaid expenses and accrued expenses, approximate their fair values primarily due to the short-term nature of of the instruments.

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $400,000,000. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,333,333 Private Placement Warrants, at a price of $1.50 per warrant, or $11,000,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2022

(Unaudited)

NOTE 3. INITIAL PUBLIC OFFERING

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,333,333 Private Placement Warrants, at a price of $1.50 per warrant, or $11,000,000 in the aggregate. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On December 31, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 shares of Class B common stock (the “Founder Shares”). The Sponsor subsequently transferred 30,000 Founder Shares to each of the independent directors and 20,000 Founder Shares to each advisor, for $0.003 per share. On January 20, 2021, the Company effected a stock dividend of 1,437,500 shares of Class B common stock, and on March 1, 2021, the Company effected a stock dividend of 1,437,500 shares of Class B common stock, resulting in there being an aggregate of 11,500,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,500,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ option not to exercise its over-allotment option, 1,500,000 shares were forfeited.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Administrative Support Agreement

The Company entered into an agreement, commencing on March 22, 2021, pursuant to which the Company will pay a monthly fee of $10,000 to the Sponsor for administrative services including office space, utilities and secretarial support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and ~~six~~nine months ended ~~June~~September 30, 2022, the Company incurred and paid $30,000 and $6090,000 in fees for these services, respectively. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company incurred and paid $30,000 and $60,000 in fees for these services, respectively.

Promissory Note — Related Parties

On December 31, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. Accelerate Acquisition Corp. no longer borrows on this facility. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2021, or the consummation of the Initial Public Offering. As of June 30, 2022, and December 31, 2021, there were no amounts outstanding under the Promissory Note.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of June 30, 2022, and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2022, and December 31, 2021, there were no amounts outstanding under the Working Capital Loans.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of ~~this~~these condensed financial ~~statement~~statements. The condensed financial ~~statement~~statements ~~does~~do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy ~~are~~is not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements.

A new 1% U.S. federal excise tax could be imposed on the Company in connection with redemptions of the Company’s shares.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Registration and Stockholder Rights

Pursuant to a registration and stockholder rights agreement entered into on March 17, 2021, the holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to ~~our~~ Class A common stock). Any holder of at least 20% of the outstanding registrable securities owned by these holders is entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the ~~our~~Company’s securities. The Company will bear certain expenses incurred in connection with the filing of any such registration statements.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(Unaudited)

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 6,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As a result of the underwriters’ election not to exercise their over-allotment, 6,000,000 Units are no longer available for purchase.

The underwriters are entitled to a deferred fee of $0.35 per Unit sold in the Initial Public Offering, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~June~~ September 30, 2022, and December 31, 2021, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At ~~June~~September 30, 2022 and December 31, 2021, there were 40,000,000 shares of Class  A common stock issued and outstanding subject to possible redemption which are presented as temporary equity.

Class B Common Stock — The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. At ~~June~~ September 30, 2022 and December 31, 2021, there were 10,000,000 shares of Class B common stock issued and outstanding.

ACCELERATE ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2022

(Unaudited)

In January 2021, the Sponsor transferred 30,000 shares of Class B common stock to each of the Company’s independent directors and 20,000 shares of Class B common stock to each of the Company’s advisors.

Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of ~~our~~ stockholders except as otherwise required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of ~~our~~ Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

NOTE 8. WARRANTS

Warrants —As of ~~June~~ September 30, 2022, there were 13,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The warrants will expire five years after the completion of a Business Combination.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Company’s initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective within 60 business days after the closing of a Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:

	●	in whole and not in part;

	●	at $0.10 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption;

	●	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and

	●	if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

In addition, if (x) the Company issues additional shares of ~~our~~ Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of ~~our~~the initial business combination at an issue price or effective issue price of less than $9.20 per share of ~~our~~ Class A common stock (with such issue price or effective issue price to be determined in good faith by ~~our~~the board of directors and, in the case of any such issuance to ~~our~~the ~~sponsor~~ Sponsor or its affiliates, without taking into account any founder shares held by ~~our~~the ~~sponsor~~Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of ~~our~~the initial business combination on the date of the completion of ~~our~~the initial business combination (net of redemptions), and (z) the volume-weighted average trading price of ~~our~~ Class A common stock during the 20 trading day period starting on the trading day prior to the day on which wethe ~~complete our~~Company completes its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

As of ~~June~~September 30, 2022 there were 7,333,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3: Unobservable inputs based on ~~our~~ assessment of the assumptions that market participants would use in pricing the asset or liability.

At ~~June~~September 30, 2022, assets held in the Trust Account were comprised of $~~400~~402,~~393~~119,~~149~~954 in Money Market ~~Fund and U~~Funds.~~S. Treasury Securities.~~ At December 31, 2021, assets held in the Trust Account were comprised of $400,031,275 in money market funds which are invested primarily in U.S. Treasury Securities. During the period ended ~~June~~September 30, 2022, the Company withdrew $~~280~~488,~~000~~750 of interest income from the trust account to pay franchise and income taxes.

ACCELERATE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2022

(Unaudited)

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at ~~June~~September 30, 2022, and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.:

Description	Level		~~June~~September 30, 2022		December 31, 2021
Assets:
Investments held in Trust Account – Money Market Fund and U.S. Treasury Securities		1	$	400,393,149	$	400,031,275
Investments held in Trust Account – Money Market Fund		1	$	402,119,954	$	400,031,275
Liabilities:
Warrant Liabilities – Public Warrants		1	$	2933,~~133,~~333	$	11,066,666
Warrant Liabilities – Private Placement Warrants		2	$	1513,~~173,~~334	$	6,086,667

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on ~~our~~the accompanying ~~June~~ September 30, 2022 and December 31, 2021, condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.

The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered a Level 3 fair value measurement. As of ~~June~~September 30, 2022, and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the condensed balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The Private Placement Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of ~~our~~ common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the Public Warrants. As of ~~June~~September 30, 2022, and December 31, 2021, the fair value of the Private Placement Warrants was the equivalent to that of the Public Warrants as they had substantially the same terms as defined in the make-whole provision contained within the warrant agreement; however, they are not actively traded, as such are listed as a Level 2 in the hierarchy table above. The change in fair value is recognized in the condensed statements of operations.

The key inputs into the binomial lattice model for the Private Placement Warrants as of June 30, 2021 were as follows:

	June 30, 2021 (Initial Measurement)
Input		Private Warrants
Market price of public shares		$	9.69
Risk-free rate			0.90	%
Dividend yield			0.00	%
Exercise price		$	11.50
Effective expiration date			8/1/26

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs. The table below presents the estimated value of the Public Warrants transferred from a Level 3 measurement to a Level 1 measurement upon detachment and the estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurement due to the make-whole provision included in the warrant agreement.

	Public Warrants			Private Warrants			Total Warrants
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial measurement on March 22, 2021		14,000,000			7,700,000			21,700,000
Change in fair value of derivative warrant liabilities		(4,933,334	)		(2,713,333	)		(7,646,667	)
Fair value as of March 31, 2021		9,066,666			4,986,667			14,053,333
Transfer to Level 1 upon detachment		(9,066,666	)		—			(9,066,666	)
Change in fair value		—			4,253,333			4,253,333
Change in fair value of derivative warrant liabilities		—			1,931,600			1,931,600
Fair value as of June 30, 2021		—			9,240,000			9,240,000
Fair value as of September 30, 2021		—			6,918,267			6,918,267
Change in fair value of derivative warrant liabilities		—			~~(2,321,733~~—	)		~~(2,321,733~~—	)
Transfer to Level 2 due to make-whole provision		—			(6,918,267	)		(6,918,267	)
Fair value as of December 31, 2021	$	—		$	—		$	—

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Accelerate Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Accelerate Acquisition Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as other statements other than statements of historical fact in this Form 10-Q. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking ~~statements~~ statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on December 30, 2020, for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 30, 2020 (inception) through ~~June~~ September 30, 2022, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended ~~June~~September 30, 2022, we had net income of $42,~~954~~960,~~730~~737, which consists of changes in fair value of derivative warrant liabilities of $41,~~753~~860,~~333~~000 and interest earned on investments held in Trust Account of $~~608~~1,~~405~~935,555, offset by operating and formation costs of $~~306~~438,~~101~~851 and provision for income tax of $78395,~~361~~967.

For the ~~six~~nine months ended ~~June~~September 30, 2022, we had net income of $1316,~~763~~746,~~437~~720, which consists of changes in fair value of derivative warrant liabilities of $1315,~~846~~706,666 and interest earned on investments held in Trust Account of $~~641~~2,~~874~~577,429, offset by operating and formation costs of $~~624~~1,~~196~~063,047 and provision for income tax of $78474,~~361~~ 328.

For the three months ended ~~June~~September 30, 2021, we had net ~~loss~~income of $115,~~933~~867,~~690~~626, which consists of ~~operating~~interest ~~and~~earned ~~formation~~on ~~costs~~investments held in Trust Account of $~~356~~10,~~996~~083 and changes in fair value of derivative warrant liabilities of $116,~~586~~143,~~668~~067, offset by the ~~interest~~operating ~~earned~~and onformation ~~investments~~costs ~~held in Trust Account~~ of $9285,~~974~~524.

For the ~~six~~nine months ended ~~June~~September 30, 2021, we had net ~~loss~~income of $5653,~~213~~734,~~892,~~ which consists of ~~operation~~interest ~~and~~earned ~~formation~~on ~~costs~~investments held in Trust Account of $121,~~284,852~~043 and changes in fair value of derivative warrant liabilities of $32,~~940~~203,~~000~~067, offset by the ~~interest~~operating ~~earned~~and onformation ~~investments~~costs ~~held in Trust Account~~ of $101,~~960~~570,376.

Liquidity and Capital Resources

On March 22, 2021, we consummated the initial public offering of 40,000,000 Units at $10.00 per Unit, generating gross proceeds of $400,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 7,333,333 private placement warrants at a price of $1.50 per private placement warrant in a private placement to our sponsor, generating gross proceeds of $11,000,000.

For the ~~six~~nine months ended ~~June~~September 30, 2022, cash used in operating activities was $~~562~~848,~~395~~203. Net income of $1316,~~763~~746,~~437~~720 was affected by interest earned on investments held in the Trust Account of $~~641~~2,~~874~~577,429 and changes in fair value of derivative warrant liabilities of $1315,~~846~~706,666. Changes in operating assets and liabilities provided $~~162~~689,~~708~~172 of cash for operating activities.

For the ~~six~~nine months ended ~~June~~September 30, 2021, cash used in operating activities was $1,~~196~~263,~~713~~559. Net ~~loss~~income of $5653,~~213,892~~734 was affected by interest earned on investments held in the Trust Account of $1021,~~960~~043, changes in fair value of derivative warrant liabilities of $32,~~940~~203,~~000~~067 and transaction costs allocable to derivative warrant liabilities of $801,198. Changes in operating assets and liabilities used $~~713~~494,~~059~~ 381 of cash for operating activities.

As of ~~June~~September 30, 2022, we had investments held in the Trust Account of $~~400~~402,~~393~~119,~~149~~954 (including $~~393~~2,~~149~~119,954 of interest) consisting of money market funds which are invested primarily in U.S. Treasury Securities. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through ~~June~~September 30, 2022, we have withdrawn $~~280~~488,~~000~~ 750 of interest income from the Trust Account.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less income taxes payable), to complete our initial business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of ~~June~~September 30, 2022, we had cash of $~~654~~577,~~759~~701. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with initial business combination, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that an initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.

Liquidity and Going Concern

~~In connection~~As ~~with~~of September 30, 2022, the Company’s ~~assessment~~had of$577,701 ~~going~~in ~~concern~~its ~~considerations~~operating bank accounts, $402,119,954 in ~~accordance~~securities ~~with~~held ~~Financial~~in ~~Accounting~~the ~~Standard~~Trust ~~Board’s Accounting~~Account ~~Standards~~to ~~Update~~be ~~(“ASU”)~~used ~~2014-15,~~for ~~“Disclosures~~a ofBusiness ~~Uncertainties~~Combination ~~about~~or anto ~~Entity’s~~repurchase ~~Ability~~or toredeem ~~Continue~~its common asstock ain ~~Going~~connection ~~Concern,”~~therewith ~~the~~and ~~Company~~working ~~has~~capital ~~until~~deficit ~~March~~of 22$540,810 ~~2023~~(excluding $335,578 topayable ~~consummate~~for afranchise ~~Business~~and ~~Combination~~income taxes.). ItIf isthe ~~uncertain~~estimate of ~~that~~ the ~~Company will~~costs beof ~~able~~identifying toa ~~consummate~~target business, undertaking in-depth due diligence, and negotiating a Business Combination byare ~~this~~less ~~time.~~than the ~~Additionally~~actual amount necessary to do so, the Company may ~~not~~ have ~~sufficient~~insufficient ~~liquidity~~funds available to ~~fund~~operate ~~the working~~its ~~capital~~business ~~needs~~prior ofto a Business Combination. Moreover, the Company ~~until~~may ~~one~~need ~~year~~to ~~from~~obtain additional financing or draw on the ~~issuance~~Working ofCapital ~~these~~Loans ~~financial~~(as ~~statements.~~defined Ifbelow) either to complete a Business Combination isor ~~not consummated~~because byit ~~this~~becomes ~~date,~~obligated ~~there~~to ~~will~~redeem be a ~~mandatory~~significant ~~liquidation~~number ~~and~~of ~~subsequent~~the ~~dissolution~~Public Shares upon consummation of a Business Combination, in which case the Company. ~~Management~~may ~~has~~issue ~~determined that~~additional ~~the~~securities ~~mandatory~~or ~~liquidation,~~incur ~~should~~debt ain connection with such Business Combination. ~~not~~Subject to ~~occur,~~compliance ~~and~~with ~~potential~~applicable ~~subsequent~~securities ~~dissolution~~laws, ~~raises~~the ~~substantial~~Company ~~doubt about~~would ~~the~~only ~~Company’s~~complete ~~ability~~such tofinancing ~~continue~~simultaneously aswith athe ~~going~~completion ~~concern~~of our Business Combination. NoIf ~~adjustments~~the ~~have~~Company ~~been~~is ~~made~~unable to complete the ~~carrying~~Business ~~amounts~~Combination ofbecause ~~assets~~it ~~or liabilities~~does ~~should~~not have sufficient funds available, the Company will be ~~required~~forced to cease operations and liquidate ~~after~~the ~~March~~Trust 22Account. In addition, ~~2023.~~following ~~The~~the Business combination, if cash on hand is insufficient, the Company ~~intends~~may need to ~~complete~~obtain aadditional ~~Business~~financing ~~Combination before~~in ~~the~~order ~~mandatory~~to ~~liquidation~~meet ~~date~~its obligations.

~~Off~~In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Update (“ASU”) 2014-~~Balance~~15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company may not ~~Sheet~~have ~~Arrangements~~sufficient funds available to complete a Business Combination. Management has determined that the liquidity condition, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate.

We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.19

19Off-Balance Sheet Arrangements

~~Contractual~~ We have no obligations, assets, or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~We do~~Contractual ~~not have any long-term debt, capital lease~~ obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, utilities, and secretarial and administrative support. We began incurring these fees on March 22, 2021, and will continue to incur these fees monthly until the earlier of the completion of the initial business combination and our liquidation.

~~The~~We do not have any long-term debt, capital lease ~~underwriters~~obligations, ~~are~~operating ~~entitled~~lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a ~~deferred~~monthly fee of $~~0.35~~10,000 for ~~per~~office ~~Unit~~space, ~~or $14~~utilities,~~000,000~~ inand ~~the~~secretarial ~~aggregate.~~and ~~The~~administrative ~~deferred~~support. ~~fee~~We ~~will~~began ~~become~~incurring ~~payable to~~these ~~the~~fees ~~underwriters~~on ~~from~~March ~~the~~22, ~~amounts~~2021 ~~held~~and inwill ~~the~~continue to ~~trust~~incur ~~account~~these ~~solely~~fees inmonthly until the ~~event~~earlier ~~that~~of the ~~Company~~completion ~~completes~~of anthe initial business combination~~, subject~~ toand ~~the~~our ~~terms of the underwriting agreement~~liquidation.

~~Critical~~The underwriters are entitled to a deferred fee ~~Accounting~~of ~~Policies~~$0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

~~The preparation~~Critical ofAccounting unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:Policies

~~Derivative~~The preparation of unaudited condensed financial ~~Warrant~~statements ~~Liabilities~~and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

~~We account~~Derivative ~~for~~Warrant the warrants in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised, and any change in fair value is recognized in our statements of operations. The private warrants and the public warrants for periods where no observable traded price was available are valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the severability of the public warrants from the Units, the public warrant quoted market price was used as the fair value as of each relevant date. As of June 30, 2022, the fair value of the private placement warrants was the equivalent to that of the public warrants as they had substantially the same terms; however, they are not actively traded, as such are listed as a Level 2 fair value instruments. The change in fair value is recognized in the statements of operations.Liabilities

~~Class~~We account for the warrants in accordance with Athe ~~Common~~guidance ~~Stock~~contained ~~Subject~~in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the warrants as liabilities at their fair value and adjust the warrants to ~~Possible~~fair ~~Redemption~~value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised, and any change in fair value is recognized in our statements of operations. The private warrants and the public warrants for periods where no observable traded price was available were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. For periods subsequent to the severability of the public warrants from the Units, the public warrant quoted market price was used as the fair value as of each relevant date. As of September 30, 2022, the fair value of the private placement warrants was the equivalent to that of the public warrants as they had substantially the same terms; however, they are not actively traded, as such are listed as a Level 2 fair value instruments. The change in fair value is recognized in the statements of operations.

~~We account for our~~ Class A ~~common~~Common ~~stock~~Stock ~~subject~~Subject to ~~possible~~Possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ (deficit) equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of our balance sheets.Redemption

~~Net~~We account for our Class A common stock subject ~~Income~~to possible redemption in accordance with the guidance in Accounting Standards Codification (~~Loss~~“ASC”) ~~Per~~Topic ~~Common~~480 ~~Share~~“Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ (deficit) equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of our balance sheets.

~~We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.~~ Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income ~~and~~(Loss) ~~losses~~Per ~~are~~Common shared pro rata between the two classes of stock. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. Share

20We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of stock. Accretion associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value.

~~Recent Accounting Standards~~20

~~Management does~~Recent ~~not~~Accounting ~~believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.~~Standards

~~Item~~Management does not believe that any recently 3.issued, ~~Quantitative~~but ~~and~~not ~~Qualitative~~yet ~~Disclosures~~effective, ~~About~~accounting ~~Market~~standards, ~~Risk~~if currently adopted, would have a material effect on our financial statements.

~~Not required~~Item ~~for~~3. ~~smaller~~Quantitative ~~reporting~~and ~~companies.~~Qualitative Disclosures About Market Risk

~~Item 4.~~Not ~~Controls~~required ~~and~~for ~~Procedures~~smaller reporting companies.

~~Disclosure~~Item ~~controls~~4. ~~and~~Controls ~~procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,~~ and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.Procedures

AsDisclosure ~~required~~controls byand ~~Rules~~procedures ~~13a-15~~are ~~and~~designed to ~~15d-15~~ensure ~~under~~that ~~the Exchange~~information ~~Act,~~required ~~our~~to ~~Chief~~be ~~Executive~~disclosed ~~Officer~~by ~~and~~us ~~Chief~~in ~~Financial~~our ~~Officer~~Exchange ~~carried~~Act ~~out~~reports anis ~~evaluation~~recorded, ofprocessed, ~~the~~summarized, ~~effectiveness~~and ofreported within the ~~design~~time ~~and operation~~periods ofspecified ~~our~~in ~~disclosure~~the ~~controls~~SEC’s rules and ~~procedures~~forms, asand ofthat ~~June~~such ~~30,~~information ~~2022.~~is ~~Based~~accumulated onand ~~this~~communicated ~~evaluation~~to our management, including our ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and ~~Chief Financial~~principal ~~Officer~~financial ~~have~~officer ~~concluded~~or ~~that~~persons ~~our~~performing ~~disclosure~~similar ~~controls~~functions, ~~and~~as ~~procedures~~appropriate to ~~were~~allow ~~effective~~timely decisions regarding required disclosure.

~~Remediation~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of athe ~~Material~~effectiveness ~~Weakness~~of inthe ~~Internal~~design and ~~Control~~operation ~~Over~~of our disclosure controls and procedures as of September 30, 2022. Based on this evaluation, our Chief Executive Officer and Chief Financial ~~Reporting~~Officer have concluded that our disclosure controls and procedures were effective.

WeChanges ~~recognize~~in ~~the~~Internal ~~importance~~Control of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness related to the Company’s financial reporting of complex financial instruments and enhance our internal control over ~~financial reporting. In light of the material weakness, we enhanced our processes to~~Financial identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents. The foregoing actions were completed as of March 31, 2022, and we believe we have remediated the material weakness in internal control over financial reporting.Reporting

~~Changes~~There was no change in ~~Internal~~our ~~Control~~internal control over financial reporting that occurred during the fiscal quarter of 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over ~~Financial~~financial ~~Reporting~~reporting.

The Company has made changes in its internal control over financial reporting to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the financial reporting of complex financial instruments that apply to our financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding financial reporting of complex financial instruments. The Company can offer no assurance that these changes will ultimately have the intended effects.21

21PART II—OTHER INFORMATION

~~PART II—OTHER~~Item ~~INFORMATION~~1. Legal Proceedings

~~Item 1~~None. ~~Legal Proceedings~~

~~None~~Item 1A. Risk Factors

~~Item~~Factors that could cause our actual results to 1Adiffer materially from those in this report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. ~~Risk~~As of ~~Factors~~the date of this Report, there have been no material changes to the risk factors disclosed in our our Annual Report on Form 10-K filed with the SEC, except for the below risk factors.

~~Factors that~~Our ~~could~~warrants ~~cause~~are ~~our~~accounted ~~actual~~for ~~results~~as toliabilities and ~~differ materially from those in this report include~~ the ~~risk~~changes ~~factors described~~ in ~~our~~value ~~Annual Report on Form 10-K filed with the SEC. As~~ of ~~the~~our ~~date~~warrants ofcould ~~this Report, there~~ have ~~been~~a no material ~~changes~~effect toon ~~the risk factors disclosed in~~ our ~~our~~financial ~~Annual Report on Form 10-K filed with the SEC, except for the below risk factors~~results.

~~Our warrants~~On ~~are~~April ~~accounted~~12, ~~for~~2021, asthe ~~liabilities~~staff ~~and~~of the ~~changes~~SEC inissued a ~~value~~public ofstatement ~~our~~entitled ~~warrants~~“Staff ~~could~~Statement ~~have~~on aAccounting ~~material~~and ~~effect~~Reporting onConsiderations ~~our~~for ~~financial~~Warrants ~~results~~issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”).

OnSpecifically, the SEC Statement focused on certain ~~April~~settlement ~~12,~~terms ~~2021~~and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the ~~staff~~warrant agreement governing our warrants. As a result of the SEC ~~issued~~Statement, awe reevaluated the accounting treatment of our 13,333,333 public ~~statement~~warrants ~~entitled~~and ~~“Staff~~7,333,333 ~~Statement~~private onplacement ~~Accounting~~warrants and ~~Reporting~~determined ~~Considerations~~to classify the warrants as derivative liabilities measured at ~~for~~fair ~~Warrants~~value, ~~issued~~with bychanges ~~Special~~in ~~Purpose~~fair ~~Acquisition~~value ~~Companies~~each ~~(“SPACs”)”~~period ~~(the~~reported ~~“Statement”)~~in earnings.

~~Specifically~~As a result, included on our consolidated balance ~~the~~sheet ~~SEC~~as ~~Statement~~of ~~focused~~September on30, ~~certain~~2022, ~~settlement~~contained ~~terms~~elsewhere ~~and~~in ~~provisions~~this Quarterly Report are derivative liabilities related to ~~certain~~embedded ~~tender~~features ~~offers~~contained within ~~following~~our awarrants. ~~business~~Accounting ~~combination~~Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement ~~which~~of ~~terms~~the ~~are~~fair ~~similar~~value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to ~~those~~the ~~contained~~change in the fair ~~warrant~~value ~~agreement~~being ~~governing~~recognized ~~our~~in ~~warrants~~earnings in the statements of operations. As a result of the ~~SEC~~recurring ~~Statement~~fair value measurement, weour ~~reevaluated~~consolidated ~~the~~financial ~~accounting~~statements ~~treatment~~and results of ~~our~~operations ~~13,333,333~~may ~~public~~fluctuate ~~warrants~~quarterly, ~~and~~based 7on factors,~~333,333~~ ~~private~~which ~~placement~~are ~~warrants~~outside ~~and~~of ~~determined~~our tocontrol. ~~classify~~Due ~~the~~to ~~warrants~~the asrecurring ~~derivative~~fair ~~liabilities~~value ~~measured~~measurement, atwe ~~fair~~expect ~~value,~~that ~~with~~we ~~changes~~will inrecognize ~~fair~~non-cash ~~value~~gains or losses on our warrants each reporting period ~~reported~~and that inthe ~~earnings~~amount of such gains or losses could be material.

~~As a~~Item result, included on our consolidated balance sheet as of June 30, 2022, contained elsewhere in this Quarterly Report are derivative liabilities related to embedded features contained within our warrants2. ~~Accounting~~Unregistered ~~Standards~~Sales ~~Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement~~ of ~~the~~Equity ~~fair~~Securities value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, our consolidated financial statements and ~~results~~Use of ~~operations~~Proceeds ~~may~~from ~~fluctuate~~Registered ~~quarterly, based on factors, which are outside of our control~~Securities. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

~~Item~~On March 22, 2021, we consummated the Initial 2Public Offering of 40,000,000 Units. ~~Unregistered~~The ~~Sales~~Units were sold at an offering price of ~~Equity~~$10.00 ~~Securities~~per ~~and~~unit, ~~Use~~generating total gross proceeds of ~~Proceeds~~$400,000,000. UBS ~~from~~Investment ~~Registered~~Bank acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-253764). The Securities and Exchange Commission declared the registration statements effective on March 17, 2021.

~~On March~~Simultaneously ~~22,~~with ~~2021,~~the weclosing ~~consummated~~of the Initial Public Offering, the Company consummated the sale of 407,~~000~~333,~~000~~333 ~~Units.~~warrants ~~The~~(the ~~Units~~“Private ~~were~~Placement ~~sold~~Warrants”) at ana ~~offering~~ price of $101.~~00 per~~50 ~~unit~~per Private Placement Warrant in a private placement to Accelerate Acquisition Sponsor, ~~generating~~LLC ~~total~~(the ~~gross~~“Sponsor”), generating gross proceeds of $~~400~~11,000,000. ~~UBS~~Each ~~Investment~~Private ~~Bank~~Unit ~~acted~~consists asof ~~sole~~one ~~book-running~~share ~~manager~~ of ~~the~~common ~~Initial~~stock ~~Public~~(“Private ~~Offering.~~Share”) and one-third of one warrant ~~The~~(“Private ~~securities~~Warrant”). inEach ~~the~~whole ~~offering~~Private ~~were~~Warrant ~~registered~~is ~~under~~exercisable ~~the~~to ~~Securities~~purchase ~~Act~~one onshare ~~registration~~of ~~statement~~common onstock ~~Form~~at ~~S-1~~an ~~(No~~exercise price of $11.50 ~~333-253764)~~per share. The ~~Securities and~~issuance ~~Exchange~~was ~~Commission~~made ~~declared~~pursuant to the exemption from registration ~~statements~~contained ~~effective~~in onSection ~~March~~4(a)(2) ~~17,~~of ~~2021~~the Securities Act.

~~Simultaneously with~~The ~~the~~Private ~~closing~~Warrants ofare ~~the~~identical ~~Initial~~to ~~Public Offering,~~ the ~~Company consummated the sale of 7,333,333~~ warrants underlying (the ~~“Private~~Units ~~Placement Warrants”)~~sold ~~at a price of $1.50 per Private Placement Warrant~~ in ~~a private placement to Accelerate Acquisition Sponsor, LLC (~~the ~~“Sponsor”),~~ ~~generating~~Initial ~~gross~~Public ~~proceeds of $11~~Offering,~~000,000.~~ ~~Each~~except ~~Private~~that ~~Unit~~the ~~consists of one share of common stock (“~~Private ~~Share”)~~ ~~and~~Warrants ~~one-third~~are ofnot ~~one~~transferable, ~~warrant~~assignable ~~(“Private~~or ~~Warrant”). Each whole Private Warrant is exercisable to purchase one~~salable ~~share~~until ofafter ~~common~~the ~~stock~~completion ~~at an exercise price~~ of ~~$11.50~~a ~~per~~Business ~~share.~~Combination, ~~The~~subject ~~issuance was made pursuant~~ to ~~the~~certain ~~exemption~~limited ~~from registration contained in Section 4(a)(2) of the Securities Act~~exceptions.

~~The Private~~Of ~~Warrants are identical to~~ the ~~warrants~~gross ~~underlying~~proceeds ~~the~~received ~~Units~~from ~~sold in~~ the Initial Public Offering, ~~except~~an ~~that~~aggregate ~~the~~of ~~Private Warrants are not transferable~~$400,000,000 ~~assignable~~was orplaced ~~salable~~in ~~until after~~ the ~~completion~~Trust ~~of a Business Combination, subject to certain limited exceptions~~Account.

~~Of the~~We ~~gross~~paid ~~proceeds~~a ~~received~~total ~~from~~of ~~the~~$8,000,000 ~~Initial~~in ~~Public~~cash ~~Offering~~underwriting fees, ~~an aggregate of~~ $~~400~~14,000,000 ~~was~~in ~~placed~~deferred inunderwriting fees and $590,881 for other costs and expenses related to the ~~Trust~~Initial ~~Account~~Public Offering.

~~We paid~~For a ~~total~~description of ~~$8,000,000~~the inuse ~~cash~~of ~~underwriting~~the ~~fees,~~proceeds ~~$14,000,000~~ generated in ~~deferred~~our ~~underwriting~~Initial ~~fees~~Public ~~and $590~~Offering,~~881~~ ~~for~~see ~~other~~Part ~~costs~~I, ~~and~~Item ~~expenses related~~2 toof ~~the~~this ~~Initial~~Form ~~Public Offering~~10-Q.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I,~~ Item 23. ofDefaults ~~this~~Upon ~~Form~~Senior ~~10-Q.~~Securities

~~Item 3~~None. ~~Defaults Upon Senior Securities~~

~~None~~Item 4. Mine Safety Disclosures

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~None~~Item 5. Other Information

~~Item 5~~None. ~~Other Information~~

~~None.~~22

22Item 6. Exhibits

~~Item~~The following exhibits are filed as part of, or 6.incorporated ~~Exhibits~~by reference into, this Quarterly Report on Form 10-Q.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

* Filed herewith.23

23PART III

~~PART III~~SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 7th day of November 2022.

~~Pursuant to~~ACCELERATE ~~the~~ACQUISITION ~~requirements~~CORP. ofBy: ~~the~~/s/ ~~Securities~~Robert ~~Exchange~~Nardelli ~~Act~~Name: ofRobert ~~1934,~~Nardelli ~~the~~Title: ~~registrant~~Chief ~~has~~Executive ~~duly~~Officer ~~caused~~By: ~~this~~/s/ ~~report~~Michael toSimoff beName: ~~signed~~Michael onSimoff ~~its~~Title: ~~behalf~~Chief ~~by the~~Financial ~~undersigned thereunto duly authorized on this 9th day of August 2022.~~Officer

~~ACCELERATE ACQUISITION CORP. By: /s/ Robert Nardelli Name: Robert Nardelli Title: Chief Executive Officer By: /s/ Michael Simoff Name: Michael Simoff Title: Chief Financial Officer~~24

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